Until June of last year, the two shareholders of Vlora Airport were swimming in warm waters with each other. The construction work on the Airport continued at a rapid pace, while away from the public eye, Behgjet Pacolli and Valon Ademi had also made plans on how they would share the profits from their investment.
From 2002 to April 2025, Pacolli and Ademi had signed three documents for the sale of airport shares.
The first is this preliminary contract of June 20, 2022, according to which the parties agree that Mabco will sell 40 percent of the shares in the Airport, which it had just purchased from the Turks of YDA, to Valon Ademi’s 2A Group company.
This preliminary contract was signed by Valon Lluka in his capacity as administrator of Mabco and Valon Ademi as administrator of 2A Group. However, Mr. Lluka was authorized to sign the sale by a decision of the Mabco assembly.
This pre-contract has some interesting provisions. First, 2A Group would pay its contribution for 42 percent of the shares through construction works. Second, if the project turned out to be a loss, Mabco would bear 58 percent of the losses, while 2A group would bear 42 percent of them, and the profits would be divided in the same way.
Although this pre-contract was never notarized, the two shareholders worked according to these ratios, and even the loan subcontracts were divided into these percentages.
A year later, the topic of selling shares returns again. In July 2023, Mabco’s administrator, Valon LLuka, sends an SMS to Behgjet Pacolli asking him if he should continue with the share sale procedure, but this time with a different quota ratio.
“Hello Mr. Behgjet. Valon Ademi tells me that you have agreed together to make the contract for the sale and purchase of shares in the Airport as was the agreement at the beginning (51 to 49). He is telling me twice so I wrote to confirm it,” Valon writes to Lluka Pacolli. The latter confirms by replying; OK.
Communications between Lluka and Pacolli
Less than three weeks after this conversation, the Mabco assembly meets again to approve the sale of the shares. At the meeting on July 20, 2023, the Mabco assembly approves the sale of 47 percent of the shares to 2A Group and again authorizes Valon Lluka to sign the transaction. The assembly’s decision, this time, was personally signed by Behgjet Pacolli.
Authorization for the sale of quotas with the Pacolli signature
Based on this decision of the Mabco assembly in June 2024, the sale and purchase agreement was signed by Valon Lluka and Valon Ademi. But this agreement was not notarized either.
The thir dcument, the one that was made official, is the share sale contract. This contract was notarized on April 3, 2025 by notary Valbona Selimi and was re-signed by Valon LLuka as administrator of Mabco and Valon Ademi as administrator of 2A Group. For Lluka’s signature, the authorization granted by the Mabco assembly in July 2023 with the signature of Behgjet Pacolli was used again.
Notarial contract for the sale of shares
Valon Ademi had transferred the money for the purchase of the shares, the amount of 4,700 euros, to Mabco in July 2024. Even after this signing, the two shareholders continued to have normal relations with each other.
Even a month after the notarization of the sale of shares, Behgjet Pacolli and Valon Ademi were together on the airport’s inaugural flight on May 8, 2025, when Prime Minister Edi Rama and then-Minister Belinda Balluku went to the airport.
u apparently, this was the calm before the storm.
explosion
On August 26, 2025, Edi Rama called Behgjet Pacolli to his office. At that time, Rama had just won his fourth term and was busy forming a new government.
Initially, the news of Pacolli in Rama’s office was spread in the media as a negotiation meeting for the new government, even alluding that Rama had proposed the post of foreign minister to Pacolli.
But two days later, Kapitali broke out in a stock war. Behgjet Pacolli officially denied Kapitali’s article, but this denial proved to be the most short-lived public lie in Albania, when just a few hours after the article was published, Valon Ademi publicly accused Pacolli of fraud and Russian influence.
This was the breaking point. Immediately after this, Behgjet Pacolli denied all share sale contracts, stating that the firm had been fraudulently acquired. But again, this was what appeared in public. Meanwhile, under the rug, there were other developments.
Delphi
On December 10, 2024, an investment fund called Delphos Securization Sarl was established in Luxembourg. Three months after its establishment, Delphos signed a secret loan agreement with Pacolli’s Mabco.
According to the agreement, the Luxembourg fund would provide a loan of 100 million euros to Mabco, which would be used to repay the 57 million euro loan that Vlora International Airport had taken from BKT and the rest to complete the construction of the airport.
But the loan was structured through a compartment within Delphos called Delphos Compartment Bernina. These are sub-funds within investment funds, which operate as independent islands and where the lenders are secret. The document was first published by the newspaper Tema .
Immediately after the publication, Behgjet Pacolli denied the accusations of Russian connections, but above all, he categorically denied that VIA was part of the loan or that Vlora Airport was at risk of alienation, emphasizing almost daily in public that the loan had been obtained from Mabco and was guaranteed by Mabco, so VIA was not at any risk.
“It is an agreement that is guaranteed 100 percent by Mabco’s assets,” Pacolli declared on November 6 last year on the show Opinion . When Blendi Fevziu asked him what happens if Mabco does not repay Delphos’ loan, Pacolli was even more direct.
Pacolli -That’s my job. Have I guaranteed this with my own means?
Fevziu – Not with the concession agreement?
Pacolli – Listen, absolutely not. Because he would be an idiot who gives you 100 million and goes and takes hostage an airport that is not yours. This is the madness of ignorant people.
But, part of the loan agreement between Delphos and Mabco, there was also an article, specifically 23.1, which forced Mabco to include VIA, the airport concessionaire, as an additional borrower through the signing of an access letter.
After the conflict between shareholders erupted, the loan agreement between Delphos and Mabco was amended again in August of last year, with the Luxembourg Fund insisting on the inclusion of VIA as an additional borrower, and with Mabco undertaking to do so, despite opposition from the minority shareholder, Valon Ademi.
Was the loan with Delphos the reason why Pacolli strongly opposed the sale of shares to 2A Group? This remains a big mystery.
The fight for a firm
For VIA to become part of the loan agreement, its administrator had to sign the so-called Accession Letter. But VIA’s administrator, Valon Lluka, who had been Behgjet Pacolli’s right-hand man for more than 20 years, refused to sign in order to include VIA as an additional borrower.
Kapitali also published the email where Lluka warned Pacoll that this was a dangerous loan and violated the law on concessions.
Emaili i Valon Llukes per Emin Pacollin
After this clash, Pacolli dismissed Lluka, accusing him of treason and conspiracy with Valon Ademi. He appointed Mentor Hajdari as administrator of VIA. But he also did not sign the letter of introduction and left two months after taking office.
Later, the clash between the two shareholders entered legal proceedings and the court froze Mabco’s votes in the concession company, giving the administration of the airport to minority shareholder Valon Ademi for more than 6 months, until the high court’s decision, which unblocked Mabco’s vote.
What was the Airport at risk?
The loan agreement between Delphos and Mabco has been agreed to be governed by English law. But what does British law provide for the additional borrower? Immediately after signing the Letter of Intent, the additional borrower becomes jointly and severally liable for 100 percent of the loan.
British law then applies the principle of joint and several liability. This means that if the original borrower defaults on the obligation, then the lender has the right to enforce it against the additional borrower.
The principle of joint liability, English law
Moreover, the latter becomes responsible for the full repayment of the amount, regardless of whether the money was used by the original borrower or the additional one.
In short, in a hypothetical scenario where Mabco takes the money from Delphos and spends it outside the Airport project, if it does not repay the loan then Delphos would take the money from the Airport.
Beyond joint and several liability, the other risk is that of transferring the right to other hands. Compartments are not banks.
They are financial structures that can be sold and changed hands whenever they want. In this case, if Compartment Bernina were to sell the Airport loan to others, the Albanian government would have no way of stopping such a thing.
These risks have been the cause of many debates between Mabco, the Ministry of Energy and the State Attorney’s Office. Albanian authorities suspect that Mabco may have other secret agreements with Delphos, as evidenced by this letter from the Minister of Infrastructure to Pacolli’s company. But the company denies them.
The Ministry of Education’s doubts
But the risk that Vlora Airport would become part of Delphos’ loan has now been definitively averted. The two administrators of Pacolli did not sign the Letter of Incorporation. Later, the courts came into play, which froze Mabco’s vote, and most recently the government, which announced the termination of the concession contract.
It is not known what is currently happening between Mabco and Delphos. Part of the loan funds were disbursed to Mabco’s account in Switzerland and were transferred to Mabco’s branch in Pristina in August last year. Now that VIA did not enter into the loan agreement, Mabco is faced with two options. Either return the money or resolve the relationship with Delphos with a new agreement.
But this is Mabco’s problem. In Albania, the problem is different. The company at the center of these financial intrigues is already threatening Albania with arbitration. According to Mabco, the Albanian government became a party to the conflict with Valon Ademi and took away his right to complete the project by expropriating it.
Arbitration
Since October of last year, Behgjet Pacolli has been publicly complaining systematically that he is being subjected to a great injustice. Initially, the focus of the accusations was the courts, which blocked Mabco’s vote and removed him from the administration of VIA.
Then, Pacolli began to attack the government, which, according to him, was siding with the minority shareholder. This is the argument that Mabco will apparently use in the possible arbitration with Albania. But the government has a different version. According to it, the institutions have maintained a neutral role in the dispute between the two shareholders by respecting the decisions of the courts.
Meanwhile, according to the official letter from the MEI, the decision to terminate the concession came after the deadline was violated, in accordance with Article 15.4d of the concession contract.
The MEI’s argument for the cancellation of the concession
Even though this is an arbitration where the Albanian state is clearly in an advantageous position, institutions must be careful to implement all procedures provided by law for the termination of the contract.
It was neither the Albanian state nor the government that brought Pacolli and Ademi together in partnership. The two shareholders entered into the agreement of their own free will.
At the same time, the government has not authorized any loans outside of the official loan with BKT, which is part of the concession agreement. Therefore, neither the clash over the shares nor the dispute over Delphos are a consequence of the actions of the Albanian state.
This is an arbitration that can only be lost if the government wants to lose it by not following the legal procedures correctly. But that scenario would be betrayal and joint business. /Kapitali.al
Tag: Vlora airportBehgjet PacolliEdi Ramaconcessionconflict